Exhibit 4.5


 


INTERLEUKIN GENETICS, INC.


Issuer


 


AND


 


[                         ]


Trustee


 


INDENTURE


 


Dated as of [                    
]


 


Senior Debt Securities


 

















 
CROSS-REFERENCE TABLE (1)
 


	
  Section of

  	
   

  	
   

  
	
  Trust
  Indenture Act

  	
   

  	
  Section of

  
	
  of
  1939, as Amended

  	
   

  	
  Indenture

  
	
   

  	
   

  	
   

  
	
  310(a)

  	
   

  	
  7.09

  
	
  310(b)

  	
   

  	
  7.08

  
	
   

  	
   

  	
  7.10

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
  7.13(a)

  
	
  311(b)

  	
   

  	
  7.13(b)

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  5.02(a)

  
	
  312(b)

  	
   

  	
  5.02(b)

  
	
  312(c)

  	
   

  	
  5.02(c)

  
	
  313(a)

  	
   

  	
  5.04(a)

  
	
  313(b)

  	
   

  	
  5.04(a)

  
	
  313(c)

  	
   

  	
  5.04(a)

  
	
   

  	
   

  	
  5.04(b)

  
	
  313(d)

  	
   

  	
  5.04(b)

  
	
  314(a)

  	
   

  	
  5.03

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  13.06

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
  13.06

  
	
  314(f)

  	
   

  	
  Inapplicable

  
	
  315(a)

  	
   

  	
  7.01(a)

  
	
   

  	
   

  	
  7.02

  
	
  315(b)

  	
   

  	
  6.07

  
	
  315(c)

  	
   

  	
  7.01

  
	
  315(d)

  	
   

  	
  7.01(b)

  
	
   

  	
   

  	
  7.01(c)

  
	
  315(e)

  	
   

  	
  6.07

  
	
  316(a)

  	
   

  	
  6.06

  
	
   

  	
   

  	
  8.04

  
	
  316(b)

  	
   

  	
  6.04

  
	
  316(c)

  	
   

  	
  8.01

  
	
  317(a)

  	
   

  	
  6.02

  
	
  317(b)

  	
   

  	
  4.03

  
	
  318(a)

  	
   

  	
  13.08

  



 






(1) This Cross-Reference Table does not
constitute part of the Indenture and shall not have any bearing on the
interpretation of any of its terms or provisions.


 


i















 


TABLE OF CONTENTS (2)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
  Definitions of Terms

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND
  EXCHANGE OF SECURITIES

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  Designation and Terms of Securities

  	
  5

  
	
  SECTION 2.02

  	
  Form of Securities and Trustee’s Certificate

  	
  7

  
	
  SECTION 2.03

  	
  Denominations: Provisions for Payment

  	
  7

  
	
  SECTION 2.04

  	
  Execution and Authentications

  	
  9

  
	
  SECTION 2.05

  	
  Registration of Transfer and Exchange

  	
  10

  
	
  SECTION 2.06

  	
  Temporary Securities

  	
  11

  
	
  SECTION 2.07

  	
  Mutilated, Destroyed, Lost or Stolen Securities

  	
  11

  
	
  SECTION 2.08

  	
  Cancellation

  	
  12

  
	
  SECTION 2.09

  	
  Benefits of Indenture

  	
  12

  
	
  SECTION 2.10

  	
  Authenticating Agent

  	
  12

  
	
  SECTION 2.11

  	
  Global Securities

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
  Redemption

  	
  14

  
	
  SECTION 3.02

  	
  Notice of Redemption

  	
  14

  
	
  SECTION 3.03

  	
  Payment Upon Redemption

  	
  16

  
	
  SECTION 3.04

  	
  Sinking Fund

  	
  16

  
	
  SECTION 3.05

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
  16

  
	
  SECTION 3.06

  	
  Redemption of Securities for Sinking Fund

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  COVENANTS

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
  Payment of Principal, Premium and Interest

  	
  17

  
	
  SECTION 4.02

  	
  Maintenance of Office or Agency

  	
  17

  
	
  SECTION 4.03

  	
  Paying Agents

  	
  18

  
	
  SECTION 4.04

  	
  Appointment to Fill Vacancy in Office of Trustee

  	
  19

  
	
  SECTION 4.05

  	
  Compliance with Consolidation Provisions

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
  TRUSTEE

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
  Company to Furnish Trustee Names and Addresses of
  Securityholders

  	
  19

  
	
  SECTION 5.02

  	
  Preservation Of Information; Communications With
  Securityholders

  	
  19

  
	
  SECTION 5.03

  	
  Reports by the Company

  	
  20

  
	
  SECTION 5.04

  	
  Reports by the Trustee

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
  DEFAULT

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01

  	
  Events of Default

  	
  21

  
				



 


ii

















 


	
  SECTION 6.02

  	
  Collection of Indebtedness and Suits for Enforcement by
  Trustee

  	
  23

  
	
  SECTION 6.03

  	
  Application of Moneys Collected

  	
  24

  
	
  SECTION 6.04

  	
  Limitation on Suits

  	
  25

  
	
  SECTION 6.05

  	
  Rights and Remedies Cumulative; Delay or Omission Not
  Waiver

  	
  25

  
	
  SECTION 6.06

  	
  Control by Securityholders

  	
  26

  
	
  SECTION 6.07

  	
  Undertaking to Pay Costs

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  CONCERNING THE TRUSTEE

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
  Certain Duties and Responsibilities of Trustee

  	
  27

  
	
  SECTION 7.02

  	
  Certain Rights of Trustee

  	
  28

  
	
  SECTION 7.03

  	
  Trustee Not Responsible for Recitals or Issuance of
  Securities

  	
  29

  
	
  SECTION 7.04

  	
  May Hold Securities

  	
  30

  
	
  SECTION 7.05

  	
  Moneys Held in Trust

  	
  30

  
	
  SECTION 7.06

  	
  Compensation and Reimbursement

  	
  30

  
	
  SECTION 7.07

  	
  Reliance on Officers’ Certificate

  	
  31

  
	
  SECTION 7.08

  	
  Disqualification; Conflicting Interests

  	
  31

  
	
  SECTION 7.09

  	
  Corporate Trustee Required; Eligibility

  	
  31

  
	
  SECTION 7.10

  	
  Resignation and Removal; Appointment of Successor

  	
  31

  
	
  SECTION 7.11

  	
  Acceptance of Appointment By Successor

  	
  33

  
	
  SECTION 7.12

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
  34

  
	
  SECTION 7.13

  	
  Preferential Collection of Claims Against the Company

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  CONCERNING THE SECURITYHOLDERS

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
  Evidence of Action by Securityholders

  	
  35

  
	
  SECTION 8.02

  	
  Proof of Execution by Securityholders

  	
  35

  
	
  SECTION 8.03

  	
  Who May be Deemed Owners

  	
  36

  
	
  SECTION 8.04

  	
  Certain Securities Owned by Company Disregarded

  	
  36

  
	
  SECTION 8.05

  	
  Actions Binding on Future Securityholders

  	
  36

  
	
  SECTION 8.06

  	
  Purposes for Which Meetings May Be Called

  	
  37

  
	
  SECTION 8.07

  	
  Call Notice and Place of Meetings

  	
  37

  
	
  SECTION 8.08

  	
  Persons Entitled To Vote at Meetings

  	
  37

  
	
  SECTION 8.09

  	
  Quorum; Action

  	
  38

  
	
  SECTION 8.10

  	
  Determination of Voting Rights; Conduct and Adjournment of
  Meetings

  	
  38

  
	
  SECTION 8.11

  	
  Counting Votes and Recording Action of Meetings

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  SUPPLEMENTAL INDENTURES

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
  Supplemental Indentures Without the Consent of
  Securityholders

  	
  39

  
	
  SECTION 9.02

  	
  Supplemental Indentures With Consent of Securityholders

  	
  41

  
	
  SECTION 9.03

  	
  Effect of Supplemental Indentures

  	
  41

  
	
  SECTION 9.04

  	
  Execution of Supplemental Indentures

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  SUCCESSOR ENTITY

  	
  42

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
  Company May Consolidate, Etc.

  	
  42

  
	
  SECTION 10.02

  	
  Successor Entity Substituted

  	
  43

  
	
  SECTION 10.03

  	
  Evidence of Consolidation, Etc. to Trustee

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  SATISFACTION AND DISCHARGE

  	
  43

  
				



 


iii

















 


	
  SECTION 11.01

  	
  Satisfaction and Discharge of Indenture

  	
  43

  
	
  SECTION 11.02

  	
  Discharge of Obligations

  	
  44

  
	
  SECTION 11.03

  	
  Deposited Moneys to be Held in Trust

  	
  44

  
	
  SECTION 11.04

  	
  Payment of Moneys Held by Paying Agents

  	
  44

  
	
  SECTION 11.05

  	
  Repayment to Company

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
  DIRECTORS

  	
  45

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01

  	
  No Recourse

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS PROVISIONS

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION 13.01

  	
  Effect on Successors and Assigns

  	
  46

  
	
  SECTION 13.02

  	
  Actions by Successor

  	
  46

  
	
  SECTION 13.03

  	
  Surrender of Company Powers

  	
  46

  
	
  SECTION 13.04

  	
  Notices

  	
  46

  
	
  SECTION 13.05

  	
  Governing Law

  	
  46

  
	
  SECTION 13.06

  	
  Treatment of Securities as Debt

  	
  47

  
	
  SECTION 13.07

  	
  Compliance Certificates and Opinions

  	
  47

  
	
  SECTION 13.08

  	
  Payments on Business Days

  	
  47

  
	
  SECTION 13.09

  	
  Conflict with Trust Indenture Act

  	
  47

  
	
  SECTION 13.10

  	
  Counterparts

  	
  48

  
	
  SECTION 13.11

  	
  Separability

  	
  48

  
	
  SECTION 13.12

  	
  Assignment

  	
  48

  
				



 






(2) This
Table of Contents does not constitute part of the Indenture and shall not have
any bearing on the interpretation of any of its terms and provisions.


 


iv














 


INDENTURE, dated as of [         ],
by and between Interleukin Genetics, Inc., a Delaware corporation (the “Company”),
and [        ], as trustee (the “Trustee”):


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of debt securities (hereinafter referred to as the “Securities”),
in an unlimited aggregate principal amount to be issued from time to time in
one or more series as in this Indenture provided, as registered Securities
without coupons, to be authenticated by the certificate of the Trustee;


 


WHEREAS, to provide the terms and conditions
upon which the Securities are to be authenticated, issued and delivered, the
Company has duly authorized the execution of this Indenture; and


 


WHEREAS, all things necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have
been done.


 


NOW, THEREFORE, in consideration of the
premises and the purchase of the Securities by the holders thereof, it is
mutually covenanted and agreed as follows for the equal and ratable benefit of
the holders of Securities:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.01               Definitions of
Terms.


 


The terms defined in this Section (except
as in this Indenture otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section and
shall include the plural as well as the singular. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, as amended, or
that are by reference in such Act defined in the Securities Act of 1933, as
amended (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.


 


“Authenticating Agent” means an authenticating
agent with respect to all or any of the series of Securities appointed with
respect to all or any series of the Securities by the Trustee pursuant to Section 2.10.


 


“Bankruptcy Law” means Title 11, U.S. Code, or
any similar federal or state law for the relief of debtors.


 


“Board of Directors” means the Board of
Directors of the Company or any duly authorized committee of such Board.


 

















 


“Board Resolution” means a copy of a
resolution certified by the Secretary or an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification.


 


“Business Day” means, with respect to any
series of Securities, any day other than a day on which Federal or State
banking institutions in the Borough of Manhattan, the City and State of New
York, are authorized or obligated by law, executive order or regulation to
close.


 


“Certificate” means a certificate signed by
the principal executive officer, the principal financial officer or the
principal accounting officer of the Company. The Certificate need not comply
with the provisions of Section 13.07.


 


“Commission” means the Securities and Exchange
Commission.


 


“Company” means the corporation named as the “Company”
in the first paragraph of this instrument until a successor corporation shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter “Company” shall mean such successor corporation.


 


“Corporate Trust Office” means the office of
the Trustee at which, at any particular time, its corporate trust business
shall be principally administered, which office at the date hereof is located
at [ ], except that whenever a provision herein refers to an office or agency
of the Trustee in the Borough of Manhattan, the City and State of New York,
such office is located, at the date hereof, at [ ].


 


“Custodian” means any receiver, trustee,
assignee, liquidator, or similar official under any Bankruptcy Law.


 


“Default” means an event which is, or after
notice or lapse of time, or both, would constitute an Event of Default.


 


“Depositary” means, with respect to Securities
of any series, for which the Company shall determine that such Securities will
be issued as a Global Security, The Depository Trust Company, New York, New
York, another clearing agency, or any successor registered as a clearing agency
under the Exchange Act, or other applicable statute or regulation, which, in
each case, shall be designated by the Company pursuant to either Section 2.01
or Section 2.11.


 


“Event of Default” means, with respect to
Securities of a particular series, any event specified in Section 6.01,
continued for the period of time, if any, therein designated.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Global Security” means, with respect to any
series of Securities, a Security executed by the Company and delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instruction, all in
accordance with this Indenture, which shall be registered in the name of the
Depositary or its nominee.


 


“Governmental Obligations” means securities
that are (i) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or (ii) obligations
of a 


 


2

















 


Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America that, in either case, are non-callable at the
option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act
of 1933, as amended) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.


 


“herein,” “hereof” and “hereunder,” and other
words of similar import, refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.


 


“Indenture” means this instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into in accordance with
the terms hereof.


 


“Interest Payment Date,” when used with
respect to any installment of interest on a Security of a particular series,
means the date specified in such Security or in a Board Resolution or in an
indenture supplemental hereto with respect to such series as the fixed date on
which an installment of interest with respect to Securities of that series is due
and payable.


 


“Officers’ Certificate” means a certificate
signed by the President or a Vice President and by the Chief Financial Officer,
the Treasurer or an Assistant Treasurer or the Controller or an Assistant
Controller or the Secretary or an Assistant Secretary of the Company that is
delivered to the Trustee in accordance with the terms hereof. Certificate shall
include the statements provided for in Section 13.07, if and to the extent
required by the provisions thereof.


 


“Opinion of Counsel” means a written opinion
of counsel, who may be counsel to the Company (and may include directors or
employees of the Company) and which opinion is acceptable to the Trustee which
acceptance shall not be unreasonably withheld.


 


“Outstanding”, when used with reference to
Securities of any series, means, subject to the provisions of Section 8.04,
as of any particular time, all Securities of that series theretofore
authenticated and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the
Trustee or any paying agent for cancellation or that have previously been
canceled; (b) Securities or portions thereof for the payment or redemption
of which moneys or Governmental Obligations in the necessary amount shall have
been deposited in trust with the Trustee or with any paying agent (other than
the Company) or shall have been set aside and segregated in trust by the
Company (if the Company shall act as its own paying agent); provided, however,
that if such Securities or portions of such Securities are to be redeemed prior
to the maturity thereof, notice of such redemption shall have been given as in Article III
provided, or provision satisfactory to the Trustee shall have been 


 


3

















 


made for giving such notice; and (c) Securities
in lieu of or in substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.07.


 


“Person” means any individual, corporation,
limited liability company, partnership, joint-venture, association, joint-stock
company, trust, estate, unincorporated organization or government or any agency
or political subdivision thereof.


 


“Predecessor Security” of any particular Security
means every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.


 


“Responsible Officer,” when used with respect
to the Trustee, means any officer of the Trustee, including any vice president,
assistant vice president, secretary, assistant secretary, the treasurer, any
assistant treasurer, the managing director or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject.


 


“Securities” means the debt Securities
authenticated and delivered under this Indenture.


 


“Security Register” has the meaning specified
in Section 2.05.


 


“Security Registrar” has the meaning specified
in Section 2.05.


 


“Securityholder,” “holder of Securities,” “registered
holder,” or other similar term, means the Person or Persons in whose name or
names a particular Security shall be registered in the Security Register.


 


“Subsidiary” means, with respect to any
Person, (i) any corporation at least a majority of whose outstanding
Voting Stock shall at the time be owned, directly or indirectly, by such Person
or by one or more of its Subsidiaries or by such Person and one or more of its
Subsidiaries, (ii) any general partnership, joint venture or similar
entity, at least a majority of whose outstanding partnership or similar
interests shall at the time be owned by such Person, or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii) any
limited partnership of which such Person or any of its Subsidiaries is a
general partner.


 


“Trustee” means the Person named as the “Trustee”
in the first paragraph of this instrument until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean such successor Trustee. The term “Trustee” as
used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.


 


“Trust Indenture Act” means the Trust
Indenture Act of 1939, as amended, subject to the provisions of Sections 9.01,
9.02, and 10.01, as in effect at the date of execution of this instrument;
provided, however, that in the event the Trust Indenture Act is amended after
such 


 


4

















 


date, Trust Indenture Act means, to the extent
required by such amendment, the Trust Indenture Act of 1939, as so amended, or
any successor statute.


 


“Voting Stock,” as applied to any Person,
means shares, interests, participations or other equivalents in the equity
interest (however designated) in such Person having ordinary voting power for
the election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.


 


ARTICLE II


 


ISSUE, DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES


 


SECTION 2.01               Designation and
Terms of Securities.


 


(a)           The aggregate principal
amount of Securities that may be authenticated and delivered under this Indenture
is unlimited. The Securities may be issued in one or more series up to the
aggregate principal amount of Securities of that series from time to time
authorized by or pursuant to a Board Resolution of the Company or pursuant to
one or more indentures supplemental hereto. Prior to the initial issuance of
Securities of a given series, there shall be established in or pursuant to a
Board Resolution of the Company, and set forth in an Officers’ Certificate of
the Company, or established in one or more indentures supplemental hereto:


 


(1)           the title of the Security of
the series (which shall distinguish the Securities of the series from all other
Securities);


 


(2)           the aggregate principal
amount of the Securities of such series initially to be issued and any limit
upon the aggregate principal amount of the Securities of that series that may
be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of that series);


 


(3)           the currency or units based
on or relating to currencies in which debt securities of such series are
denominated and the currency or units in which principal or interest or both
will or may be payable;


 


(4)           the date or dates on which
the principal of the Securities of the series is payable and the place(s) of
payment;


 


(5)           the rate or rates at which
the Securities of the series shall bear interest or the manner of calculation
of such rate or rates, if any;


 


(6)           the date or dates from which
such interest shall accrue, the Interest Payment Dates on which such interest
will be payable or the manner of determination of such Interest Payment Dates,
the place(s) of payment, 


 


5

















 


and the record date for the
determination of holders to whom interest is payable on any such Interest
Payment Dates or the method for determining such dates;


 


(7)           the right, if any, to extend
the interest payment periods or to defer the payment of interest and the duration of
such extension;


 


(8)           the period or periods within
which, the price or prices at which and the terms and conditions upon which,
Securities of the series may be redeemed, in whole or in part, at the
option of the Company;


 


(9)           the obligation, if any, of
the Company to redeem or purchase Securities of the series pursuant to any
sinking fund or analogous provisions (including payments made in cash in
satisfaction of future sinking fund obligations) or at the
option of a holder thereof and the period or periods within which, the price or
prices at which, and the terms and conditions upon which, Securities of the
series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;


 


(10)         whether or not the debt
securities will be secured or unsecured, and the terms of any secured debt;


 


(11)         the form of the Securities
of the series including the form of the Certificate of Authentication for such
series;


 


(12)         if other than denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in
which the Securities of the series shall be issuable;


 


(13)         any and all other terms with
respect to such series (which terms shall not be inconsistent with the terms of
this Indenture, as amended by any supplemental indenture) including any terms
which may be required by or advisable under United States laws or
regulations or advisable in connection with the marketing of Securities of that
series;


 


(14)         whether the Securities are
issuable as a Global Security and, in such case, the identity of the Depositary
for such series;


 


(15)         whether the Securities will
be convertible into shares of common stock or other securities of the Company
and, if so, the terms and conditions upon which such Securities will be so
convertible, including the conversion price and the conversion period;


 


(16)         if other than the principal
amount thereof, the portion of the principal amount of Securities of the series
which shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.01; and


 


(17)         any additional or different
Events of Default or restrictive covenants 


 


6

















 


provided for with respect to
the Securities of the series.


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to any such Board Resolution or in any indentures
supplemental hereto.


 


If any of the terms of the series are
established by action taken pursuant to a Board Resolution of the Company, a
copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers’ Certificate of the Company setting
forth the terms of the series.


 


Securities of any particular series may be
issued at various times, with different dates on which the principal or any
installment of principal is payable, with different rates of interest, if any,
or different methods by which rates of interest may be determined, with
different dates on which such interest may be payable and with different
redemption dates.


 


SECTION 2.02               Form of
Securities and Trustee’s Certificate.


 


The Securities of any series and the Trustee’s
certificate of authentication to be borne by such Securities shall be
substantially of the tenor and purport as set forth in one or more indentures
supplemental hereto or as provided in a Board Resolution of the Company and as
set forth in an Officers’ Certificate of the Company and the and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which Securities of that series may be listed, or to conform
to usage.


 


SECTION 2.03               Denominations:
Provisions for Payment.


 


The Securities shall be issuable as registered
Securities and in the denominations of one thousand U.S. dollars ($1,000) or
any integral multiple thereof, subject to Section 2.01(a)(12).  The Securities of a particular series shall
bear interest payable on the dates and at the rate specified with respect to
that series.  The principal of and the
interest on the Securities of any series, as well as any premium thereon in
case of redemption thereof prior to maturity, shall be payable in the coin or
currency of the United States of America that at the time is legal tender for
public and private debt, at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City and State of New York. Each
Security shall be dated the date of its authentication.  Interest on the Securities shall be computed
on the basis of a 360-day year composed of twelve 30-day months.


 


The interest installment on any Security that
is payable, and is punctually paid or duly provided for, on any Interest
Payment Date for Securities of that series shall be paid to the Person in whose
name said Security (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest
installment.  In the event that any
Security of a particular series or portion thereof is called for redemption and
the redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such 


 


7

















 


Interest Payment Date, interest on such
Security will be paid upon presentation and surrender of such Security as
provided in Section 3.03.


 


Any interest on any Security that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
for Securities of the same series (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the registered holder on the relevant regular
record date by virtue of having been such holder; and such Defaulted Interest
shall be paid by the Company, at its election, as provided in clause (1) or
clause (2) below:


 


(1)           The Company may make payment
of any Defaulted Interest on Securities to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered at the
close of business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner: the Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each such Security and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. 
Thereupon the Trustee shall fix a special record date for the payment of
such Defaulted Interest which shall not be more than 15 nor less than 10 days
prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
of such special record date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the Security Register,
not less than 10 days prior to such special record date.  Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
such Securities (or their respective Predecessor Securities) are registered on
such special record date.


 


(2)           The Company may make payment
of any Defaulted Interest on any Securities in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.


 


Unless otherwise set forth in a Board
Resolution of the Company or one or more indentures supplemental hereto
establishing the terms of any series of Securities pursuant to Section 2.01



 


8

















 


hereof, the term “regular record date” as used
in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of
the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur,
if such Interest Payment Date is the first day of a month, or the last day of
the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur,
if such Interest Payment Date is the fifteenth day of a month, whether or not
such date is a Business Day.


 


Subject to the foregoing provisions of this
Section, each Security of a series delivered under this Indenture upon transfer
of or in exchange for or in lieu of any other Security of such series shall
carry the rights to interest accrued and unpaid, and to accrue, that were
carried by such other Security.


 


SECTION 2.04               Execution and
Authentications.


 


The Securities shall be signed on behalf of
the Company by its President, or one of its Vice Presidents, or its Treasurer,
or one of its Assistant Treasurers, or its Secretary, or one of its Assistant
Secretaries, under its corporate seal attested by its Secretary or one of its
Assistant Secretaries. Signatures may be in the form of a manual or facsimile
signature.  The Company may use the
facsimile signature of any Person who shall have been a President or Vice
President thereof, or of any Person who shall have been a Treasurer or
Assistant Treasurer thereof, or of any Person who shall have been a Secretary
or Assistant Secretary thereof, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of such Person
shall have ceased to be the President or a Vice President, the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, of the
Company.  The seal of the Company may be
in the form of a facsimile of such seal and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities.  The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage.
Each Security shall be dated the date of its authentication.


 


A Security shall not be valid or obligatory
for any purpose and shall not be entitled to any benefit under this Indenture,
in each case, until authenticated with a certificate of authentication manually
signed by an authorized signatory of the Trustee, or by an Authenticating
Agent.  Such certificate shall be conclusive
evidence, and the only evidence, that the Security so authenticated has been
duly authenticated and delivered hereunder and that the Security is entitled to
the benefits of this Indenture.  At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a written order of the Company for
the authentication and delivery of such Securities, signed by its President or
any Vice President and its Secretary or any Assistant Secretary, and the
Trustee in accordance with such written order shall authenticate and deliver
such Securities.


 


In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01)
shall be fully protected in relying upon, an Opinion of Counsel stating that
the form and terms thereof have been established in conformity with the
provisions of this Indenture.


 


9














 


The
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.


 


SECTION 2.05               Registration
of Transfer and Exchange.


 


(a)                                  Securities of
any series may be exchanged upon presentation thereof at the office or agency
of the Company designated for such purpose in the Borough of Manhattan, the
City and State of New York, for other Securities of such series of authorized
denominations, and for a like aggregate principal amount, upon payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
all as provided in this Section.  In
respect of any Securities so surrendered for exchange, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in exchange therefor the Security or Securities of the same series that the
Securityholder making the exchange shall be entitled to receive, bearing numbers
not contemporaneously outstanding.


 


(b)                                 The Company
shall keep, or cause to be kept, at its office or agency designated for such
purpose in the Borough of Manhattan, the City and State of New York, or such
other location designated by the Company a register or registers (herein
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall register the Securities and
the transfers of Securities as in this Article provided and which at all
reasonable times shall be open for inspection by the Trustee.  The registrar for the purpose of registering
Securities and transfer of Securities as herein provided shall be appointed as
authorized by Board Resolution (the “Security Registrar”).


 


Upon
surrender for transfer of any Security at the office or agency of the Company
designated for such purpose, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as
the Security presented for a like aggregate principal amount.


 


All
Securities presented or surrendered for exchange or registration of transfer,
as provided in this Section, shall be accompanied (if so required by the
Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by such holder’s duly authorized attorney
in writing.


 


(c)                                  No service
charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any
series, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.06, Section 3.03(b) and Section 9.04
not involving any transfer.


 


10

















 


(d)                                 The Company
shall not be required (i) to issue, exchange or register the transfer of
any Securities during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of less than all the
Outstanding Securities of the same series and ending at the close of business
on the day of such mailing, nor (ii) to register the transfer of or
exchange any Securities of any series or portions thereof called for
redemption.  The provisions of this Section 2.05
are, with respect to any Global Security, subject to Section 2.11 hereof.


 


SECTION 2.06               Temporary
Securities.


 


Pending
the preparation of definitive Securities of any series, the Company may
execute, and the Trustee shall authenticate and deliver, temporary Securities
(printed, lithographed or typewritten) of any authorized denomination. Such
temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Company.  Every
temporary Security of any series shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities of such
series.  Without unnecessary delay the
Company will execute and will furnish definitive Securities of such series and
thereupon any or all temporary Securities of such series may be surrendered in
exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City
and State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company.  Until so exchanged, the temporary Securities
of such series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series authenticated and delivered hereunder.


 


SECTION 2.07               Mutilated,
Destroyed, Lost or Stolen Securities.


 


In
case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company’s request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series,
bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. 
In every case the applicant for a substituted Security shall furnish to
the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company and the Trustee evidence
to their satisfaction of the destruction, loss or theft of the applicant’s
Security and of the ownership thereof. 
The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company.  Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. In case any Security that has matured or is about to
mature shall become 


 


11

















 


mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.


 


Every
replacement Security issued pursuant to the provisions of this Section shall
constitute an additional contractual obligation of the Company whether or not
the mutilated, destroyed, lost or stolen Security shall be found at any time,
or be enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder.  All
Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the
extent lawful) any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.


 


SECTION 2.08               Cancellation.


 


All
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof
except as expressly required or permitted by any of the provisions of this
Indenture. On request of the Company at the time of such surrender, the Trustee
shall deliver to the Company canceled Securities held by the Trustee.  In the absence of such request the Trustee
may dispose of canceled Securities in accordance with its standard procedures
and deliver a certificate of disposition to the Company.  If the Company shall otherwise acquire any of
the Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.


 


SECTION 2.09               Benefits
of Indenture.


 


Nothing
in this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders
of the Securities any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Securities.


 


SECTION 2.10               Authenticating
Agent.


 


So
long as any of the Securities of any series remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee
shall have the right to appoint.  Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or
partial redemption thereof, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and 


 


12

















 


obligatory
for all purposes as if authenticated by the Trustee hereunder.  All references in this Indenture to the
authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series.  Each Authenticating Agent shall be acceptable
to the Company and shall be a corporation that has a combined capital and
surplus, as most recently reported or determined by it, sufficient under the
laws of any jurisdiction under which it is organized or in which it is doing
business to conduct a trust business, and that is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination
by Federal or State authorities.  If at
any time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.


 


Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. 
The Trustee may at any time (and upon request by the Company shall)
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company.  Upon resignation, termination or cessation of
eligibility of any Authenticating Agent, the Trustee may appoint an eligible
successor Authenticating Agent acceptable to the Company.  Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder as if originally named
as an Authenticating Agent pursuant hereto.


 


SECTION 2.11               Global
Securities


 


(a)                                  If the Company
shall establish pursuant to Section 2.01 that some or all of the
Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section 2.04,
authenticate and deliver, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
the Outstanding Securities of such series which are to be issued as a Global
Security, (ii) shall be registered in the name of the Depositary or its
nominee, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction and (iv) shall bear a legend
substantially to the following effect:  “Except
as otherwise provided in Section 2.11 of the Indenture, this Security may
be transferred, in whole but not in part, only to another nominee of the
Depositary or to a successor Depositary or to a nominee of such successor
Depositary.”


 


(b)                                 Notwithstanding
the provisions of Section 2.05, the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section 2.05,
only to another nominee of the Depositary for such series, or to a successor
Depositary for such series selected or approved by the Company or to a nominee
of such successor Depositary.


 


(c)                                  If at any time
the Depositary for a series of the Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such series or if at any time
the Depositary for such series shall no longer be registered or in good
standing under the Exchange Act, or other applicable statute or regulation, and a
successor Depositary for such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such condition,



 


13

















 


as the case may be, this Section 2.11
shall no longer be applicable to the Securities of such series and the Company
will execute, and subject to Section 2.05, the Trustee will authenticate
and deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security of such series in exchange
for such Global Security.  In addition,
the Company may at any time determine that the Securities of any series shall
no longer be represented by a Global Security and that the provisions of this Section 2.11
shall no longer apply to the Securities of such series.  In such event the Company will execute and
subject to Section 2.05, the Trustee, upon receipt of an Officers’
Certificate evidencing such determination by the Company, will authenticate and
deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security of such series in exchange
for such Global Security.  Upon the exchange
of the Global Security for such Securities in definitive registered form
without coupons, in authorized denominations, the Global Security shall be
canceled by the Trustee. Such Securities in definitive registered form issued
in exchange for the Global Security pursuant to this Section 2.11(c) shall
be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. 
The Trustee shall deliver such Securities to the Depositary for delivery
to the Persons in whose names such Securities are so registered.


 


ARTICLE III


 


REDEMPTION OF SECURITIES AND
SINKING

FUND PROVISIONS


 


SECTION 3.01               Redemption.


 


The
Company may redeem the Securities of any series issued hereunder on and after
the dates and in accordance with the terms established for such series pursuant
to Section 2.01 hereof.


 


SECTION 3.02               Notice
of Redemption.


 


(a)                                  In case the
Company shall desire to exercise such right to redeem all or, as the case may
be, a portion of the Securities of any series in accordance with the right
reserved so to do, the Company shall, or shall cause the Trustee to, give
notice of such redemption to holders of the Securities of such series to be redeemed
by mailing, first class postage prepaid, a notice of such redemption not less
than 30 days and not more than 90 days before the date fixed for redemption of
that series to such holders at their last addresses as they shall appear upon
the Security Register unless a shorter period is specified in the Securities to
be redeemed.  Any notice that is mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the registered holder receives the notice.  In any case, failure duly to give such notice
to the holder of any 


 


14

















 


Security of any series
designated for redemption in whole or in part, or any defect in the notice,
shall not affect the validity of the proceedings for the redemption of any
other Securities of such series or any other series.  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
any such restriction.


 


Each
such notice of redemption shall specify the date fixed for redemption and the
redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case.  If less than all the Securities of
a series are to be redeemed, the notice to the holders of Securities of that
series to be redeemed in whole or in part shall specify the particular
Securities to be so redeemed.  In case
any Security is to be redeemed in part only, the notice that relates to such
Security shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption date, upon surrender
of such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued.


 


(b)                                 If less than
all the Securities of a series are to be redeemed, the Company shall give the
Trustee at least 30 days’ notice in advance of the date fixed for redemption as
to the aggregate principal amount of Securities of the series to be redeemed,
and thereupon the Trustee shall select, by lot or in such other manner as it
shall deem appropriate and fair in its discretion and that may provide for the
selection of a portion or portions (equal to one thousand U.S. dollars ($1,000)
or any integral multiple thereof) of the principal amount of such Securities of
a denomination larger than $1,000, the Securities to be redeemed and shall
thereafter promptly notify the Company in writing of the numbers of the
Securities to be redeemed, in whole or in part. 
The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its President or any Vice President,
instruct the Trustee or any paying agent to call all or any part of the
Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may
deem advisable.  In any case in which
notice of redemption is to be given by the Trustee or any such paying agent,
the Company shall deliver or cause to be delivered to, or permit to remain
with, the Trustee or such paying agent, as the case may be, such Security Register,
transfer books or other records, or suitable copies or extracts therefrom,
sufficient to enable the Trustee or such paying agent to give any
notice by mail that may be required under the provisions of this Section.


 


15

















 


SECTION 3.03               Payment
Upon Redemption.


 


(a)                                  If the giving
of notice of redemption shall have been completed as above provided, the
Securities or portions of Securities of the series to be redeemed specified in
such notice shall become due and payable on the date and at the place stated in
such notice at the applicable redemption price, together with interest accrued to the
date fixed for redemption and interest on such Securities or portions of
Securities shall cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such redemption price and
accrued interest with respect to any such Security or portion thereof.  On presentation and surrender of such
Securities on or after the date fixed for redemption at the place of payment
specified in the notice, said Securities shall be paid and redeemed at the
applicable redemption price for such series, together with interest accrued
thereon to the date fixed for redemption (but if the date fixed for redemption
is an interest payment date, the interest installment payable on such date
shall be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 2.03).


 


(b)                                 Upon
presentation of any Security of such series that is to be redeemed in part
only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Security is presented shall deliver to the holder
thereof, at the expense of the Company, a new Security of the same series of
authorized denominations in principal amount equal to the unredeemed portion of
the Security so presented.


 


SECTION 3.04               Sinking
Fund.


 


The
provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.


 


The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of Securities of any series, the cash
amount of any sinking fund payment may be subject to reduction as provided in Section 3.05.  Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of
Securities of such series.


 


SECTION 3.05               Satisfaction
of Sinking Fund Payments with Securities.


 


The
Company (i) may deliver Outstanding Securities of a series (other than any
Securities previously called for redemption) and (ii) may apply as a
credit Securities of a series that have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such 


 


16

















 


Securities
as provided for by the terms of such series, provided that such Securities have
not been previously so credited.  Such
Securities shall be received and credited for such purpose by the Trustee at
the redemption price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.


 


SECTION 3.06               Redemption
of Securities for Sinking Fund.


 


Not
less than 45 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying
the amount of the next ensuing sinking fund payment for that series pursuant to
the terms of the series, the portion thereof, if any, that is to be satisfied
by delivering and crediting Securities of that series pursuant to Section 3.05
and the basis for such credit and will, together with such Officers’
Certificate, deliver to the Trustee any Securities to be so delivered.  Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 3.02
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 3.02.  Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in Section 3.03.


 


ARTICLE IV


 


COVENANTS


 


SECTION 4.01               Payment
of Principal, Premium and Interest.


 


The
Company will duly and punctually pay or cause to be paid the principal of (and
premium, if any) and interest on the Securities of that series at the time and
place and in the manner provided herein and established with respect to such
Securities.


 


SECTION 4.02               Maintenance
of Office or Agency.


 


So
long as any series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in the Borough of Manhattan, the City and State of
New York, with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02, where (i) Securities
of that series may be presented or surrendered for payment, (ii) Securities
of that series may be presented as herein above authorized for registration of
transfer and exchange, and (iii) notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its President or a
Vice President and delivered to the trustee, designate some other office or
agency for such purposes or any of them. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, notices and demands may
be made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
notices and demands.


 


17














 


SECTION 4.03                                            Paying Agents.


 


(a)                                  If the Company
shall appoint one or more paying agents for all or any series of the
Securities, other than the Trustee, the Company will cause each such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section:


 


(1)                                 that it will
hold all sums held by it as such agent for the payment of the principal of (and
premium, if any) or interest on the Securities of that series (whether such
sums have been paid to it by the Company or by any other obligor of such
Securities) in trust for the benefit of the Persons entitled thereto;


 


(2)                                 that it will
give the Trustee notice of any failure by the Company (or by any other obligor
of such Securities) to make any payment of the principal of (and premium, if
any) or interest on the Securities of that series when the same shall be due
and payable;


 


(3)                                 that it will,
at any time during the continuance of any failure referred to in the preceding paragraph
(a)(2) above, upon the written request of the Trustee, forthwith pay to
the Trustee all sums so held in trust by such paying agent; and


 


(4)                                 that it will
perform all other duties of paying agent as set forth in this Indenture.


 


(b)                                 If the Company
shall act as its own paying agent with respect to any series of the Securities,
it will on or before each due date of the principal of (and premium, if any) or
interest on Securities of that series, set aside, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient with monies
held by all other paying agents to pay such principal (and premium, if any) or interest so
becoming due on Securities of that series until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of such action, or any failure (by it or any other obligor on such
Securities) to take such action. 
Whenever the Company shall have one or more paying agents for any series
of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with the
paying agent a sum sufficient to pay the principal (an premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of
this action or failure so to act.


 


(c)                                  Notwithstanding
anything in this Section to the contrary, (i) the agreement to hold
sums in trust as provided in this Section is subject to the provisions of Section 11.05,
and (ii) the Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or 


 


18

















 


direct
any paying agent to pay, to the Trustee all sums held in trust by the Company
or such paying agent, such sums to be held by the Trustee upon the same terms
and conditions as those upon which such sums were held by the Company or such
paying agent; and, upon such payment by any paying agent to the
Trustee, such paying agent shall be released from all further liability with
respect to such money.


 


SECTION 4.04                                            Appointment to
Fill Vacancy in Office of Trustee.


 


The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee,
so that there shall at all times be a Trustee hereunder.


 


SECTION 4.05                                            Compliance with
Consolidation Provisions.


 


The
Company will not, while any of the Securities remain Outstanding, consolidate
with or merge into any other Person, in either case where the Company is not
the survivor of such transaction, or sell or convey all or substantially all of
its property to any other company unless the provisions of Article X
hereof are complied with.


 


ARTICLE V


 


SECURITYHOLDERS’ LISTS AND REPORTS


BY THE COMPANY AND THE TRUSTEE


 


SECTION 5.01                                            Company to
Furnish Trustee Names and Addresses of Securityholders.


 


If
the Company is not the Security Register, the Company will furnish or use
reasonable efforts to cause to be furnished to the Trustee (a) on each
regular record date (as defined in Section 2.03) a list, in such form as
the Trustee may reasonably require, of the names and addresses of the holders
of each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and (b) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar.


 


SECTION 5.02                                            Preservation Of
Information; Communications With Securityholders.


 


(a)                                  The Trustee
shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Securities
contained in the most recent list furnished to it as provided in Section 5.01
and as to the names and addresses of holders of Securities received by the
Trustee in its capacity as Security Registrar (if acting in such capacity) and
shall otherwise comply with Section 312(a) of the Trust Indenture
Act.


 


(b)                                 The Trustee may
destroy any list furnished to it as provided in Section 5.01 upon 


 


19

















 


receipt
of a new list so furnished.


 


(c)                                  Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture
Act with other Securityholders with respect to their rights under this
Indenture or under the Securities.


 


SECTION 5.03                                            Reports by the
Company.


 


(a)                                  The Company
covenants and agrees to file with the Trustee, within 15 days after the Company
is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents
or reports pursuant to either of such sections, then to file with the Trustee
and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports that may be required pursuant to Section 13
of the Exchange Act, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations; provided, however, the Company shall not be required to deliver to
the Trustee any materials for which the Company has sought and received
confidential treatment by the Commission. 
The Company also shall comply with the other provisions of Section 314(a) of
the Trust Indenture Act.


 


(b)                                 The Company
covenants and agrees to file with the Trustee and the Commission, in accordance
with the rules and regulations prescribed from to time by the Commission,
such additional information, documents and reports with respect to compliance
by the Company with the conditions and covenants provided for in this Indenture
as may be required from time to time by such rules and regulations.


 


(c)                                  The Company
covenants and agrees to transmit by mail, first class postage prepaid, or
reputable over-night delivery service that provides for evidence of receipt, to
the Securityholders, as their names and addresses appear upon the Security
Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to subsections (a) and (b) of this Section as
may be required by rules and regulations prescribed from time to time by
the Commission.


 


SECTION 5.04                                            Reports by the
Trustee.


 


(a)                                  The Trustee
shall transmit to holders as provided in Section 313 of the Trust
Indenture Act such reports concerning the Trustee and its actions under this
Indenture as may be required by Section 313 of the Trust Indenture Act at
the times and in the manner provided by the Trust Indenture Act.


 


(b)                                 A copy of each
such report shall, at the time of such transmission to 


 


20

















 


Securityholders,
be filed by the Trustee with the Company, with each stock exchange upon which
any Securities are listed (if so listed) and, if required by Section 313
of the Trust Indenture Act, also with the Commission.  The Company agrees to notify the Trustee when
any Securities become listed on any stock exchange.


 


ARTICLE VI


 


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS


ON EVENT OF DEFAULT


 


SECTION 6.01                                            Events of
Default.


 


(a)                                  Whenever used
herein with respect to Securities of a particular series, “Event of Default”
means any one or more of the following events that has occurred and is
continuing:


 


(1)                                 the Company
defaults in the payment of any installment of interest upon any of the Securities
of that series, as and when the same shall become due and payable, and
continuance of such default for a period of 90 days; provided, however, that a
valid extension of an interest payment period by the Company in accordance with
the terms of any indenture supplemental hereto shall not constitute a default
in the payment of interest for this purpose;


 


(2)                                 the Company
defaults in the payment of the principal of (or premium, if any, on) any of the
Securities of that series as and when the same shall become due and payable
whether at maturity, upon redemption, by declaration or otherwise, or in any
payment required by any sinking or analogous fund established with respect to
that series; provided, however, that a valid extension of the maturity of such
Securities in accordance with the terms of any indenture supplemental hereto
shall not constitute a default in the payment of principal or premium, if any;


 


(3)                                 the Company
fails to observe or perform any other of its covenants or agreements with
respect to that series contained in this Indenture or otherwise established
with respect to that series of Securities pursuant to Section 2.01 hereof
(other than a covenant or agreement that has been expressly included in this
Indenture solely for the benefit of one or more series of Securities other than
such series) for a period of 90 days after the date on which written notice of
such failure, requiring the same to be remedied and stating that such notice is
a “Notice of Default” hereunder, shall have been given to the Company by the
Trustee, by registered or certified mail, or to the Company and the Trustee by
the holders of not less than a majority in principal amount of the Securities
of that series at the time Outstanding;


 


21

















 


(4)                                 the Company
pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case, (ii) consents to the entry of an order for relief against
it in an involuntary case, (iii) consents to the appointment of a
Custodian of it or for all or substantially all of its property or (iv) makes
a general assignment for the benefit of its creditors; or


 


(5)                                 a court of
competent jurisdiction enters an order under any Bankruptcy Law that (i) is
for relief against the Company in an involuntary case, (ii) appoints a
Custodian of the Company for all or substantially all of its property, or (iii) orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 consecutive days.


 


(b)                                 In each and
every such case, unless the principal of all the Securities of that series
shall have already become due and payable, either the Trustee or the holders of
not less than a majority in aggregate principal amount of the Securities of
that series then Outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by such Securityholders), may declare the
principal (or, if any Securities of that series are discount securities, that
portion of the principal amount as may be specified in the terms of that series
pursuant to Section 2.01(a)(16)) of (and premium, if any, on) and accrued
and unpaid interest, if any, on all the Securities of that series to be due and
payable immediately, and upon any such declaration the same hall become and
shall be immediately due and payable.


 


(c)                                  At any time
after the principal of the Securities of that series shall have been so
declared due and payable, and before a judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder (or, by action at a meeting of holders of the
Securities of such series in accordance with Section 8.09, the holders of
a majority in aggregate principal amount of the Securities of such series then
Outstanding represented at such meeting), by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of that series and the principal of (and premium, if any, on) any
and all Securities of that series that shall have become due otherwise than by
acceleration and (ii) any and all Events of Default under this Indenture
with respect to such series, other than the nonpayment of principal of (and
premium, if any, on) and accrued and unpaid interest, if any, on Securities of
that series that shall have become due solely because of such acceleration,
shall have been remedied, cured or waived as provided in Section 6.06.  No such rescission and annulment shall extend
to or shall affect any subsequent default or impair any right consequent
thereon.


 


(d)                                 In case the
Trustee shall have proceeded to enforce any right with respect to Securities of
that series under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any 


 


22

















 


other
reason or shall have been determined adversely to the Trustee, then and in
every such case, subject to any determination in such proceedings, the Company,
and the Trustee shall be restored respectively to their former positions and
rights hereunder, and all rights, remedies and powers of the Company and the
Trustee shall continue as though no such proceedings had been taken.


 


SECTION 6.02                                            Collection of
Indebtedness and Suits for Enforcement by Trustee.


 


(a)                                  The Company
covenants that (1) in case it shall default in the payment of any
installment of interest on any of the Securities of a series, or any payment
required by any sinking or analogous fund established with respect to that
series as and when the same shall have become due and payable, and such default
shall have continued for a period of 90 Business Days, or (2) in case it
shall default in the payment of the principal of (or premium, if any, on) any
of the Securities of a series when the same shall have become due and payable,
whether upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the
Securities of that series, the whole amount that then shall have been become
due and payable on all such Securities for principal (and premium, if any) or
interest, or both, as the case may be, with interest upon the overdue principal
(and premium, if any) and (to the extent that payment of such interest is
enforceable under applicable law) upon overdue installments of interest at the
rate per annum expressed in the Securities of that series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section 7.06.


 


(b)                                 If the Company
shall fail to pay such amounts forthwith upon such demand, the Trustee, in its
own name and as trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the collection of
the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or other obligor upon the Securities of that series and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or other obligor upon the Securities of
that series, wherever situated.


 


(c)                                  In case of any
receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affected the
Company, or its creditors or property, the Trustee shall have power to
intervene in such proceedings and take any action therein that may be permitted
by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary
or advisable in order to have the claims of the Trustee and of the holders of
Securities of such series allowed for the entire amount due and payable by the
Company under this Indenture at the date of institution of such proceedings and
for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or deliverable
on any 


 


23

















 


such
claim, and to distribute the same after the deduction of the amount payable to
the Trustee under Section 7.06; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of such series to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Securityholders, to pay to the Trustee any amount due it under Section 7.06.


 


(d)                                 All rights of
action and of asserting claims under this Indenture, or under any of the terms
established with respect to Securities of that series, may be enforced by the
Trustee without the possession of any of such Securities, or the production
thereof at any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 7.06,
be for the ratable benefit of the holders of the Securities of such series.


 


In
case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.


 


Nothing
contained herein shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of that series or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such proceeding.


 


SECTION 6.03                                            Application of
Moneys Collected.


 


Any
moneys collected by the Trustee pursuant to this Article with respect to a
particular series of Securities shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal (or premium, if any) or interest, upon
presentation of the Securities of that series, and notation thereon the
payment, if only partially paid, and upon surrender thereof if fully paid:


 


FIRST:
To the payment of costs and expenses of collection and of all amounts payable
to the Trustee under Section 7.06; and


 


SECOND:
To the payment of the amounts then due and unpaid upon Securities of such
series for principal (and premium, if any) and interest, in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal (and premium, if any) and interest, respectively.


 


24














 


SECTION 6.04                                            Limitation on
Suits.


 


No
holder of any Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (ii) the holders of not less than a majority in
aggregate principal amount of the Securities of such series then Outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder; (iii) such holder or
holders shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby; and (iv) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding and (v) during such 60 day period, the holders
of a majority in principal amount of the Securities of that series (or such
amount as shall have acted at a meeting of the holders of Securities of such
series pursuant to the provisions of this Indenture) do not give the Trustee a
direction inconsistent with the request; provided, however, that no one or more
of such holders may use this Indenture to prejudice the rights of another
holder or to obtain preference or priority over another holder.


 


Notwithstanding
anything contained herein to the contrary, any other provisions of this Indenture,
the right of any holder of any Security to receive payment of the principal of
(and premium, if any) and interest on such Security, as therein provided, on or
after the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement
of any such payment on or after such respective dates or redemption date, shall
not be impaired or affected without the consent of such holder and by accepting
a Security hereunder it is expressly understood, intended and covenanted by the
taker and holder of every Security of such series with every other such taker
and holder and the Trustee, that no one or more holders of Securities of such
series shall have any right in any manner whatsoever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights
of the holders of any other of such Securities, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Securities of such series.  For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.


 


SECTION 6.05                                            Rights and
Remedies Cumulative; Delay or Omission Not Waiver.


 


(a)                                  Except as
otherwise provided in Section 2.07, all powers and remedies given by this Article to
the Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any other powers and remedies available
to the Trustee or the holders of the Securities, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect to
such Securities.


 


25

















 


(b)                                 No delay or
omission of the Trustee or of any holder of any of the Securities to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be
a waiver of any such default or on acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article or
by law to the Trustee or the Securityholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.


 


SECTION 6.06                                            Control by
Securityholders.


 


The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding, determined in accordance with Section 8.01,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such series; provided, however,
that such direction shall not be in conflict with any rule of law or with
this Indenture or be unduly prejudicial to the rights of holders of Securities
of any other series at the time Outstanding determined in accordance with Section 8.01.  Subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability.  The holders either (a) through
the written consent of not less than a majority in aggregate principal amount
of the Securities of any series at the time Outstanding or (b) by action
at a meeting of holders of the Securities of such series in accordance with Section 8.09,
by the holders of a majority in aggregate principal amount of the Securities of
such series then Outstanding represented at such meeting, may on behalf of the
holders of all of the Securities of such series waive any past default in the
performance of any of the covenants contained herein or established pursuant to
Section 2.01 with respect to such series and its consequences, except a
default in the payment of the principal of, or premium, if any, or interest on,
any of the Securities of that series as and when the same shall become due by
the terms of such Securities otherwise than by acceleration (unless such
default has been cured and a sum sufficient to pay all matured installments of
interest and principal and any premium has been deposited with the Trustee (in
accordance with Section 6.01(c)) and except in respect a provision hereof
which, under Section 9.02, cannot be modified or amended without the
consent of the holders of each Outstanding Security affected; provided however
that this Section shall not limit the right of holders of Securities of a
series to rescind and annul any acceleration as set forth in Section 6.01.  Upon any such waiver, the default covered
thereby shall be deemed to be cured for all purposes of this Indenture and the
Company, the Trustee and the holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.  The provisions which
otherwise would be automatically deemed to be contained in this Indenture
pursuant to Section (316)(a)(1) of the Trust Indenture Act are hereby
expressly excluded from this Indenture, except to the extent such provisions
are expressly included herein.


 


SECTION 6.07                                            Undertaking to
Pay Costs.


 


All
parties to this Indenture agree, and each holder of any Securities by such
holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit 


 


26

















 


for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding more than 10% in aggregate
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security of such series,
on or after the respective due dates expressed in such Security or established
pursuant to this Indenture.


 


ARTICLE VII


 


CONCERNING THE TRUSTEE


 


SECTION 7.01                                            Certain Duties
and Responsibilities of Trustee.


 


(a)                                  The Trustee,
prior to the occurrence of an Event of Default with respect to the Securities
of a series and after the curing of all Events of Default with respect to the
Securities of that series that may have occurred, shall undertake to perform
with respect to the Securities of such series such duties and only such duties
as are specifically set forth in this Indenture, and no implied covenants shall
be read into this Indenture against the Trustee.  In case an Event of Default with respect to
the Securities of a series has occurred (that has not been cured or waived),
the Trustee shall exercise with respect to Securities of that series such of
the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.


 


(b)                                 No provision of
this Indenture shall be construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:


 


(1)                                  prior to the
occurrence of an Event of Default with respect to the Securities of a series
and after the curing or waiving of all such Events of Default with respect to
that series that may have occurred:


 


(i)                                     the duties and
obligations of the Trustee shall with respect to the Securities of such series
be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable with respect to the Securities of such series
except for the performance of such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


 


(ii)                                  in the absence
of bad faith on the part of the Trustee, the Trustee 


 


27

















 


may
with respect to the Securities of such series conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming to
the requirements of this Indenture; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirement of this Indenture;


 


(2)                                  the Trustee
shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it shall be
proved that the Trustee, was negligent in ascertaining the pertinent facts;


 


(3)                                  the Trustee
shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the holders of not less
than a majority in principal amount of the Securities of any series at the time
Outstanding relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Indenture with respect to the Securities
of that series; and


 


(4)                                  None of the
provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if there is reasonable ground for believing that the repayment of such
funds or liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably assured to
it.


 


SECTION 7.02                                            Certain Rights
of Trustee.


 


Except
as otherwise provided in Section 7.01:


 


(a)                                  The Trustee may
rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, security or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;


 


(b)                                 Any request,
direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Board Resolution or an instrument signed in the
name of the Company, by the President or any Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
thereof (unless other evidence in respect thereof is specifically prescribed
herein);


 


28

















 


(c)                                  The Trustee may
consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection
in respect of any action taken or suffered or omitted hereunder in good faith
and in reliance thereon;


 


(d)                                 The Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default with
respect to a series of the Securities (that has not been cured or waived) to
exercise with respect to Securities of that series such of the rights and
powers vested in it by this Indenture, and to use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;


 


(e)                                  The Trustee
shall not be liable for any action taken or omitted to be taken by it in good
faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture;


 


(f)                                    The Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, security, or other papers or
documents, unless requested in writing so to do by the holders of not less than
a majority in principal amount of the Outstanding Securities of the particular
series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. 
The reasonable expense of every such examination shall be paid by the
Company or, if paid by the Trustee, shall be repaid by the Company upon demand;
and


 


(g)                                 The Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and the Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.


 


SECTION 7.03                                            Trustee Not Responsible
for Recitals or Issuance of Securities.


 


(a)                                  The recitals
contained herein and in the Securities shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the correctness of the
same.


 


29

















 


(b)                                 The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities.


 


(c)                                  The Trustee
shall not be accountable for the use or application by the Company of any of
the Securities or of the proceeds of such Securities, or for the use or
application of any moneys paid over by the Trustee in accordance with any
provision of this Indenture or established pursuant to Section 2.01, or
for the use or application of any moneys received by any paying agent other
than the Trustee.


 


SECTION 7.04                                            May Hold
Securities.


 


The
Trustee or any paying agent or Security Registrar, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security
Registrar.


 


SECTION 7.05                                            Moneys Held in
Trust.


 


Subject
to the provisions of Section 11.05, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. 
The Trustee shall be under no liability for interest on any moneys
received by it hereunder except such as it may agree with the Company to pay thereon.


 


SECTION 7.06                                            Compensation
and Reimbursement.


 


(a)                                  The Company
covenants and agrees to pay to the Trustee, and the Trustee shall be entitled
to, such reasonable compensation (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust), as the
Company, and the Trustee may from time to time agree in writing, for all
services rendered by it in the execution of the trusts hereby created and in
the exercise and performance of any of the powers and duties hereunder of the
Trustee, and, except as otherwise expressly provided herein, the Company will
pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any
of the provisions of this Indenture (including the reasonable compensation and
the expenses and disbursements of its counsel and of all Persons not regularly
in its employ) except any such expense, disbursement or advance as may arise
from its negligence or bad faith.  The
Company also covenants to indemnify the Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of
the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability in the premises.


 


30

















 


(b)                                 The obligations
of the Company under this Section to compensate and indemnify the Trustee
and to pay or reimburse the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder.  Such additional indebtedness shall be secured by a
lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Securities.


 


SECTION 7.07                                            Reliance on
Officers’ Certificate.


 


Except
as otherwise provided in Section 7.01, whenever in the administration of
the provisions of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or suffering
or omitting to take any action hereunder, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers’ Certificate delivered to
the Trustee and such certificate, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted to be taken by it under the provisions of this
Indenture upon the faith thereof.


 


SECTION 7.08                                            Disqualification;
Conflicting Interests.


 


If
the Trustee has or shall acquire any “conflicting interest” within the meaning
of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.


 


SECTION 7.09                                            Corporate
Trustee Required; Eligibility.


 


There
shall at all times be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation organized and doing business under
the laws of the United States of America or any State or Territory thereof or
of the District of Columbia, or a corporation or other Person permitted to act
as trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by Federal,
State, Territorial, or District of Columbia authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published.  The Company
may not, nor may any Person directly or indirectly controlling, controlled by,
or under common control with the Company, serve as Trustee.  In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in Section 7.10.


 


SECTION 7.10                                            Resignation and
Removal; Appointment of Successor.


 


(a)                                  The Trustee or
any successor hereafter appointed, may at any time resign with respect to the
Securities of one or more series by giving written notice thereof
to the Company and by transmitting notice of resignation by mail, first class
postage 


 


31

















 


prepaid,
to the Securityholders of such series, as their names and addresses appear upon
the Security Register.  Upon receiving
such notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee.  If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the mailing of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee with respect
to Securities of such series, or any Securityholder of that series who has been
a bona fide holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. 
Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.


 


(b)                                 In case at any
time any one of the following shall occur:


 


(1)                                 the Trustee
shall fail to comply with the provisions of Section 7.08 after written
request therefor by the Company or by any Securityholder who has been a bona
fide holder of a Security or Securities for at least six months; or


 


(2)                                 the Trustee
shall cease to be eligible in accordance with the provisions of Section 7.09
and shall fail to resign after written request therefor by the Company or by
any such Securityholder; or


 


(3)                                 the Trustee
shall become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or
of its property shall be appointed or consented to, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then,
in any such case, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, unless the Trustee’s duty to resign is stayed as provided herein, any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee.  Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.


 


(c)                                  The holders of
a majority in aggregate principal amount of the Securities of any series at the
time Outstanding may at any time remove the Trustee with respect to such series
by so notifying the Trustee and the Company and may appoint a 


 


32

















 


successor
Trustee for such series with the consent of the Company.


 


(d)                                 Any resignation
or removal of the Trustee and appointment of a successor trustee with respect
to the Securities of a series pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.


 


(e)                                  Any successor
trustee appointed pursuant to this Section may be appointed with respect
to the Securities of one or more series or all of such series, and at any time
there shall be only one Trustee with respect to the Securities of any
particular series.


 


SECTION 7.11                                            Acceptance of
Appointment By Successor.


 


(a)                                  In case of the
appointment hereunder of a successor trustee with respect to all Securities,
every such successor trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company
or the successor trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
trustee all the rights, powers, and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor trustee all property and
money held by such retiring Trustee hereunder.


 


(b)                                 In case of the
appointment hereunder of a successor trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates, (2) shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Trustee and that no Trustee shall be responsible for any act or failure to act
on the part of any other Trustee hereunder; and upon the execution and delivery
of such supplemental indenture the resignation or 


 


33

















 


removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor trustee relates.


 


(c)                                  Upon request of
any such successor trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor
trustee all such rights, powers and trusts referred to in paragraph (a) or
(b) of this Section, as the case may be.


 


(d)                                 No successor
trustee shall accept its appointment unless at the time of such acceptance such
successor trustee shall be qualified and eligible under this Article.


 


(e)                                  Upon acceptance
of appointment by a successor trustee as provided in this Section, the Company
shall transmit notice of the succession of such trustee hereunder by mail,
first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register. 
If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the Company.


 


SECTION 7.12                                            Merger,
Conversion, Consolidation or Succession to Business.


 


Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.  In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


34














 


SECTION 7.13                                            Preferential
Collection of Claims Against the Company.


 


The
Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of
the Trust Indenture Act.  A Trustee who
has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent included therein.


 


ARTICLE VIII


 


CONCERNING THE SECURITYHOLDERS


 


SECTION 8.01                                            Evidence of
Action by Securityholders.


 


Whenever
in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in Person or by agent or proxy appointed
in writing.


 


If
the Company shall solicit from the Securityholders of any series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers’ Certificate, fix in
advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do
so.  If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other
action may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall be
deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of that series shall be computed as of the
record date; provided, however, that no such authorization, agreement or consent
by such Securityholders on the record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.


 


SECTION 8.02                                            Proof of
Execution by Securityholders.


 


Subject
to the provisions of Section 7.01, proof of the execution of any
instrument by a Securityholder (such proof will not require notarization) or
his agent or proxy and proof of the holding by any Person of any of the
Securities shall be sufficient if made in the following manner:


 


(a)                                  The fact and
date of the execution by any such Person of any instrument may be proved in any
reasonable manner acceptable to the Trustee.


 


(b)                                 The ownership
of Securities shall be proved by the Security Register of such 


 


35

















 


Securities
or by a certificate of the Security Registrar thereof.


 


(c)                                  The Trustee may
require such additional proof of any matter referred to in this Section as
it shall deem necessary.


 


SECTION 8.03                                            Who May be
Deemed Owners.


 


Prior
to the due presentment for registration of transfer of any Security, the
Company, the Trustee, any paying agent and any Security Registrar may deem and
treat the Person in whose name such Security shall be registered upon the books
of the Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or
writing thereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and (subject to Section 2.03) interest on such Security and for all
other purposes; and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the contrary.


 


SECTION 8.04                                            Certain
Securities Owned by Company Disregarded.


 


In
determining whether the holders of the requisite aggregate principal amount of
Securities of a particular series have concurred in any direction, consent of
waiver under this Indenture, the Securities of that series that are owned by
the Company or any other obligor on the Securities of that series or by any
Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities of such series that the Trustee actually knows are so owned
shall be so disregarded.  The Securities
so owned that have been pledged in good faith may be regarded as Outstanding
for the purposes of this Section, if the pledgee shall establish to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any such other obligor.  In
case of a dispute as to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee.


 


SECTION 8.05                                            Actions Binding
on Future Securityholders.


 


At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the majority
or percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action, any holder
of a Security of that series that is shown by the evidence to be included in
the Securities the holders of which have consented to such action may, by
filing written notice with the Trustee, and upon proof of holding as provided
in Section 8.02, revoke such action so far as concerns such Security.  Except as aforesaid any such action taken by
the holder of any Security shall be conclusive and binding upon such holder and
upon all future holders and owners of such Security, and of any Security issued
in exchange therefor, on registration of transfer thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such



 


36

















 


Security.  Any action taken by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and the holders of
all the Securities of that series.


 


SECTION 8.06                                            Purposes for
Which Meetings May Be Called.


 


A
meeting of holders of any series of Securities may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by holders of such series
of Securities.


 


Notwithstanding
anything contained in this Article VIII, the Trustee may, during the
pendency of a Default or an Event of Default, call a meeting of holders of any
series of Securities in accordance with its standard practices.


 


SECTION 8.07                                            Call Notice and
Place of Meetings.


 


(a)                                  The Trustee may
at any time call a meeting of holders of any series of Securities for any
purpose specified in Section 8.06 hereof, to be held at such time and at
such place in The City of New York or Boston, Massachusetts.  Notice of every meeting of holders of any
series of Securities, setting forth the time and the place of such meeting, in
general terms the action proposed to be taken at such meeting and the
percentage of the principal amount of the Outstanding Securities of such series
which shall constitute a quorum at such meeting, shall be given, in the manner
provided in Section 13.04 hereof, not less than 21 nor more than 180 days
prior to the date fixed for the meeting to holders of Outstanding Securities of
such series.


 


(b)                                 In case at any
time the Company, pursuant to a Board Resolution, or the holders of at least
10% in principal amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the holders of Securities of such
series for any purpose specified in Section 8.06 hereof, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first
publication of the notice of such meeting within 21 days after receipt of such
request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the holders of Securities of such series
in the amount specified, as the case may be, may determine the time and the
place in The City of New York or Boston, Massachusetts for such meeting and may
call such meeting for such purposes by giving notice thereof as provided in
paragraph (a) of this Section.


 


SECTION 8.08                                            Persons
Entitled To Vote at Meetings.


 


To
be entitled to vote at any meeting of holders of Securities of a given series,
a Person shall be (a) a holder of one or more Outstanding Securities of
such series or (b) a Person appointed by an instrument in writing as proxy
for a holder or holders of one or more Outstanding Securities of such series by
such holder or holders.  The only Persons
who shall be entitled to be present or to 


 


37

















 


speak
at any meeting of holders shall be the Persons entitled to vote at such meeting
and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


 


SECTION 8.09                                            Quorum; Action.


 


The
Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of a given series shall constitute a quorum with respect
to a meeting of holders of Outstanding Securities of such series.  In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of holders of Securities of such series, be dissolved.  In any other case, the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. 
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 8.07(a) hereof, except that such notice need be given only
once and not less than five days prior to the date on which the meeting is
scheduled to be reconvened.


 


At
a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid, any resolution and all matters (except as limited by the
proviso to the first paragraph of Section 9.02 hereof) shall be
effectively passed and decided if passed or decided by the Persons entitled to
vote not less than a majority in aggregate principal amount of Outstanding
Securities of a series represented and voting at such meeting with respect to a
meeting of holders of Outstanding Securities of such series.


 


Any
resolution passed or decisions taken at any meeting of holders of Securities
duly held in accordance with this Section shall be binding on all the
holders of Securities of such series, whether or not present or represented at
the meeting.


 


SECTION 8.10                                            Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(a)                                  Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of holders of Securities
in regard to proof of the holding of Securities and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate.


 


(b)                                 The Trustee
shall, by an instrument in writing, appoint a temporary chairman (which may be
the Trustee) of the meeting, unless the meeting shall have been called by the
Company or by holders of Securities of a given series as provided in Section 8.07(b) hereof,
in which case the Company or the holders of Securities of such series calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in 


 


38

















 


principal
amount of the Outstanding Securities of such series represented at the meeting.


 


(c)                                  At any meeting,
each holder of a Security of the series in respect of which such meeting is being
held or proxy shall be entitled to one vote for each $1,000 principal amount of
Securities of such series held or represented by him; provided, however, that
no vote shall be cast or counted at any meeting in respect of any Security of
such series challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. 
The chairman of the meeting shall have no right to vote, except as a
holder of a Security of such series or proxy.


 


(d)                                 Any meeting of
holders of Securities duly called pursuant to Section 8.07 hereof at which
a quorum is present may be adjourned from time to time by Persons entitled to
vote a majority in principal amount of the Outstanding Securities of the series
in respect of which such meeting is being held represented at the meeting, and
the meeting may be held as so adjourned without further notice.


 


SECTION 8.11                                            Counting Votes
and Recording Action of Meetings.


 


The
vote upon any resolution submitted to any meeting of holders of Securities of a
given series shall be by written ballots on which shall be subscribed the
signatures of the holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting.  A record, at least in
duplicate, of the proceedings of each meeting of holders of Securities of such
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 8.07 hereof and,
if applicable, Section 8.09 hereof. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and
one such copy shall be delivered to the Company and another to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.  Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


SECTION 9.01                                            Supplemental
Indentures Without the Consent of Securityholders.


 


In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures 


 


39

















 


supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as
then in effect), without the consent of the Securityholders, for one or more of
the following purposes:


 


(a)                                  cure any
ambiguity, correct or supplement any provision herein which may be inconsistent
with any other provision herein or which is otherwise defective, or make any
other provisions with respect to matters or questions arising under this
Indenture which the Company and the Trustee may deem necessary or desirable and
which shall not be inconsistent with the provisions of this Indenture;


 


(b)                                 to comply with Article X;


 


(c)                                  to provide for
uncertificated Securities in addition to or in place of certificated
Securities;


 


(d)                                 to add to the
covenants of the Company for the benefit of the holders of all or any Series of
Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or power
herein conferred upon the Company;


 


(e)                                  to add to,
delete from, or revise the conditions, limitations, and restrictions on the
authorized amount, terms, or purposes of issue, authentication, and delivery of
Securities, as herein set forth;


 


(f)                                    to make any
change that does not adversely affect the rights of any Securityholder in any
material respect;


 


(g)                                 to provide for
the issuance of and establish the form and terms and conditions of the
Securities of any series as provided in Section 2.01, to establish the
form of any certifications required to be furnished pursuant to the terms of
this Indenture or any series of Securities, or to add to the rights of the
holders of any series of Securities; or


 


(h)                                 comply with the
requirements of the Commission in order to effect or maintain the qualification
of this Indenture under the Trust Indenture Act.


 


The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Any
supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the provisions
of Section 9.02.


 


40














 


SECTION 9.02                                           Supplemental
Indentures With Consent of Securityholders.


 


With
the written consent of the holders of at least a majority in aggregate
principal amount of the Outstanding Securities of any series or by action at a
meeting of holders of the Securities of such series in accordance with Section 8.09,
by the holders of a majority in aggregate principal amount of the Securities of
such series then Outstanding represented at such meeting, the Company, when
authorized by Board Resolutions, and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner not covered by Section 9.01 the rights of the
holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
holders of each Security then Outstanding and affected thereby, (i) extend
the fixed maturity of any Securities of any series, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any premium payable upon the redemption thereof, (ii) reduce
the aforesaid percentage of Securities, the holders of which are required to
consent to any such supplemental indenture, or any consent or waiver, (iii) reduce
the principal amount of discount securities payable upon acceleration of the
maturity of any Securities of any series or (iv) make the principal of or
premium or interest on any Security of a series payable in currency or currency
units other than that stated in the Securities of such series.


 


It
shall not be necessary for the consent of the Securityholders of any series
affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.


 


SECTION 9.03                                           Effect of
Supplemental Indentures.


 


Upon
the execution of any supplemental indenture pursuant to the provisions of this Article or
of Section 10.01, this Indenture shall, with respect to such series, be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.


 


SECTION 9.04                                           Securities
Affected by Supplemental Indentures.


 


Securities
of any series affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions
of this Article or of Section 10.01, may bear a notation in form
approved by the Company, provided such form meets the requirements of any
exchange upon which such series may be listed, as to any matter provided for in
such supplemental indenture.  If the
Company shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors of the Company, to any
modification of this Indenture contained in any such supplemental indenture 


 


41

















 


may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of that series then Outstanding.


 


SECTION 9.04                                           Execution of
Supplemental Indentures.


 


Upon
the request of the Company, accompanied by its Board Resolutions authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture. 
The Trustee, subject to the provisions of Section 7.01, may receive
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article is authorized or permitted by, and
conforms to, the terms of this Article and that it is proper for the
Trustee under the provisions of this Article to join in the execution
thereof; provided, however, that such Opinion of Counsel need not be provided
in connection with the execution of a supplemental indenture that establishes
the terms of a series of Securities pursuant to Section 2.01 hereof.


 


Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of this Section, the Trustee shall
transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register.  Any
failure of the Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.


 


ARTICLE X


 


SUCCESSOR ENTITY


 


SECTION 10.01                                     Company May Consolidate,
Etc.


 


Nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of the Company with or into any other Person (whether
or not affiliated with the Company) or successive consolidations or mergers in
which the Company or its successor or successors shall be a party or parties,
or shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company or its successor or successors as an entirety, or substantially
as an entirety, to any other corporation (whether or not affiliated with the
Company or its successor or successors) authorized to acquire and operate the
same; provided, however, the Company hereby covenants and agrees that, upon any
such consolidation or merger (in each case, if the Company is not the survivor
of such transaction), sale, conveyance, transfer or other disposition, the due
and punctual payment of the principal of (premium, if any) and interest on all
of the Securities of all series in accordance with the terms of each series,
according to their tenor and the due and punctual performance and observance of
all the covenants and conditions of this Indenture with respect to each series
or established with respect to such series pursuant to Section 2.01 to be
kept or performed by the Company shall be expressly assumed, by supplemental
indenture (which shall conform to the provisions of the Trust Indenture Act, as



 


42

















 


then
in effect) satisfactory in form to the Trustee executed and delivered to the
Trustee by the entity formed by such consolidation, or into which the Company
shall have been merged, or by the entity which shall have acquired such
property.


 


SECTION 10.02                                     Successor
Entity Substituted.


 


(a)                                 In case of any
such consolidation, merger, sale, conveyance, transfer or other disposition and
upon the assumption by the successor entity by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the
due and punctual payment of the principal of, premium, if any, and interest on
all of the Securities of all series Outstanding and the due and punctual
performance of all of the covenants and conditions of this Indenture or
established with respect to each series of the Securities pursuant to Section 2.01
to be performed by the Company with respect to each series, such successor
entity shall succeed to and be substituted for the Company with the same effect
as if it had been named as the Company herein, and thereupon the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.


 


(b)                                In case of any
such consolidation, merger, sale, conveyance, 
transfer or other disposition such changes in phraseology and  form (but not in substance) may be made in
the Securities  thereafter to be issued
as may be appropriate.


 


(c)                                 Nothing
contained in this Article shall require any action by the Company in the
case of a consolidation or merger of any Person into the Company where the
Company is the survivor of such transaction, or the acquisition by the Company,
by purchase or otherwise, of all or any part of the property of any other
Person (whether or not affiliated with the Company).


 


SECTION 10.03                                     Evidence of
Consolidation, Etc. to Trustee.


 


The
Trustee, subject to the provisions of Section 7.01, may receive an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such assumption, comply with
the provisions of this Article.


 


ARTICLE XI


 


SATISFACTION AND DISCHARGE


 


SECTION 11.01                                     Satisfaction
and Discharge of Indenture.


 


If
at any time:  (a) the Company shall
have delivered to the Trustee for cancellation all Securities of a series
theretofore authenticated (other than any Securities that shall have been
destroyed, lost or stolen and that shall have been replaced or paid as provided
in Section 2.07) and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held in
trust by the Company (and thereupon repaid to the Company or discharged from
such trust, as provided in Section 11.05); or (b) all such Securities
of a particular series not theretofore delivered to the Trustee for
cancellation shall have become 


 


43

















 


due
and payable, or are by their terms to become due and payable within one year or
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and the Company shall
deposit or cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations sufficient or a combination
thereof, sufficient (assuming that no tax liability will be imposed on the
Trustee) in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all Securities of that series
not theretofore delivered to the Trustee for cancellation, including principal
(and premium, if any) and interest due or to become due to such date of
maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder with
respect to such series by the Company then this Indenture shall thereupon cease
to be of further effect with respect to such series except for the provisions
of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive
until the date of maturity or redemption date, as the case may be, and Sections
7.06 and 11.05, that shall survive to such date and thereafter, and the
Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.


 


SECTION 11.02                                     Discharge of
Obligations.


 


If
at any time all such Securities of a particular series not heretofore delivered
to the Trustee for cancellation or that have not become due and payable as
described in Section 11.01 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee the obligations of the Company under this Indenture with
respect to such series shall cease to be of further effect except for the
provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4.03, 7.06, 7.10 and 11.05
hereof that shall survive until such Securities shall mature and be paid
thereafter, Sections 7.06 and 11.05 shall survive.


 


SECTION 11.03                                     Deposited
Moneys to be Held in Trust.


 


Subject
to Section 11.05, all moneys or Governmental Obligations deposited with
the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and
shall be available for payment as due, either directly or through any paying
agent (including the Company acting as its own paying agent), to the holders of
the particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.


 


SECTION 11.04                                     Payment of
Moneys Held by Paying Agents.


 


In
connection with the satisfaction and discharge of this Indenture all moneys or
Governmental Obligations then held by any paying agent under the provisions of
this Indenture shall, upon 


 


44

















 


demand
of the Company, be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys or Governmental
Obligations.


 


SECTION 11.05                                     Repayment to
Company.


 


Any
moneys or Governmental Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of or
premium or interest on the Securities of a particular series that are not
applied but remain unclaimed by the holders of such Securities for two years
after the date upon which the principal of (and premium, if any) or interest on
such Securities shall have respectively become due and payable, shall be repaid
to the Company or (if then held by the Company) shall be discharged from such
trust in each case, promptly after the end of any such two-year period or, at
the request of the Company, on a later date specified by the Company; and
thereupon the paying agent and the Trustee shall be released from all further
liability with respect to such moneys or Governmental Obligations, and the
holder of any of the Securities entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.


 


ARTICLE XII


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,


OFFICERS AND DIRECTORS


 


SECTION 12.01                                     No Recourse.


 


No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or
of any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Securities.


 


45

















 


ARTICLE XIII


 


MISCELLANEOUS PROVISIONS


 


SECTION 13.01                                     Effect on
Successors and Assigns.


 


All
the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.


 


SECTION 13.02                                     Actions by Successor.


 


Any
act or proceeding by any provision of this Indenture authorized or required to
be done or performed by any board, committee or officer of the Company shall
and may be done and performed with like force and effect by the corresponding
board, committee or officer of any corporation that shall at the time be the
lawful successor of the Company.


 


SECTION 13.03                                     Surrender of
Company Powers.


 


The
Company by instrument in writing executed by authority of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation.


 


SECTION 13.04                                     Notices.


 


Except
as otherwise expressly provided herein any notice or demand that by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Securities to or on the Company may be given
or served by being deposited first class postage prepaid in a post-office letterbox
addressed (until another address is filed in writing by the Company with the
Trustee), as follows:  [   ]. 
Any notice, election, request or demand by the Company or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate
Trust Office of the Trustee.  Any notice
or communication to a holder shall be mailed by first-class mail to his address
shown on the Security Register kept by the Security Registrar.  Failure to mail a notice or communication to
a holder or any defect in such notice or communication shall not affect its
sufficiency with respect to other holders. 
If a notice or communication is mailed or sent in the manner provided
above within the time prescribed, it is duly given as of the date it is mailed,
whether or not the addressee receives it, except that notice to the Trustee or
the Company shall only be effective upon receipt thereof by the Trustee or the
Company, respectively.  If the Company
mails a notice or communication to holders of Securities, it shall mail a copy
to the Trustee at the same time.


 


SECTION 13.05                                     Governing Law.


 


This
Indenture and each Security shall be deemed to be a contract made under the
internal laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State.


 


46

















 


SECTION 13.06                                     Treatment of
Securities as Debt.


 


It
is intended that the Securities will be treated as indebtedness and not as
equity for federal income tax purposes. 
The provisions of this Indenture shall be interpreted to further this
intention.


 


SECTION 13.07                                     Compliance
Certificates and Opinions.


 


(a)                                 Upon any
application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture,  the Company, shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent provided for in
this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.


 


(b)                                Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture shall include (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such Person, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.


 


SECTION 13.08                                     Payments on
Business Days.


 


Except
as provided pursuant to Section 2.01 pursuant to a Board Resolution, and
as set forth in an Officers’ Certificate, or established in one or more
indentures supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.


 


SECTION 13.09                                     Conflict with
Trust Indenture Act.


 


If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.


 


47

















 


SECTION 13.10                                     Counterparts.


 


This
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.


 


SECTION 13.11                                     Separability.


 


In
case any one or more of the provisions contained in this Indenture or in the
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.


 


SECTION 13.12                                     Assignment.


 


The
Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly-owned
Subsidiary of the Company, provided that, in the event of any such assignment,
the Company, will remain liable for all such obligations.  Subject to the foregoing, this Indenture is
binding upon and inures to the benefit of the parties thereto and their
respective successors and assigns.  This
Indenture may not otherwise be assigned by the parties thereto.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed all as of the day and year first above written.


 


	
   

  	
  INTERLEUKIN
  GENETICS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                                                     ],

  
	
   

  	
  As
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


48